LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Letter of Offer is sent to you as a Registered Shareholder(s) of Shervani Industrial Syndicate Limited (the Company or SISL ) as on Record Date in accordance with Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, as amended. If you require any clarifications about the action to be taken, you may consult your Stock Broker or Investment Consultant or Manager to the Buyback (VC Corporate Advisors Private Limited) or Registrar to the Buyback (Link Intime India Private Limited). Please refer to the section on Definitions for the definition of the capitalized terms used herein. SHERVANI INDUSTRIAL SYNDICATE LIMITED CIN: L45202UP1948PLC Registered Office: Shervani Nagar, Sulem Sarai, Harwara, Allahabad Tel no: ; Fax: ; shervaniind@rediffmail.com;website: Company Secretary and Compliance Officer: Mr. B.K. Misra CASH OFFER FOR BUYBACK OF UP TO 2,46,500 (TWO LAKHS FORTY SIX THOUSAND AND FIVE HUNDRED ONLY) FULLY PAID-UP ORDINARY SHARES OF FACE VALUE OF RS. 10 EACH, REPRESENTING 7.56% OF THE TOTAL NUMBER OF ORDINARY SHARES IN THE ISSUED, SUBSCRIBED AND PAID-UP ORDINARY SHARE CAPITAL OF THE COMPANY AS ON MARCH 31, 2017, FROM ALL THE PUBLICSHAREHOLDERS OF THE COMPANY AS ON SEPTEMBER 1, 2017 (THE RECORD DATE), ON A PROPORTIONATE BASIS, THROUGH THE TENDER OFFER ROUTE AT A BUYBACK PRICE OF RS. 205 (RUPEES TWO HUNDRED AND FIVE ONLY) PER ORDINARY SHARE PAYABLE IN CASH FOR AN AGGREGATE CONSIDERATION NOT EXCEEDING RS.5,05,32,500 (RUPEES FIVE CRORES FIVE LAKHS THIRTY TWO THOUSAND AND FIVE HUNDRED ONLY) 1. The Buyback is in accordance with Article 5Aof the Articles of Association of the Company, the provisions of Sections 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013, as amended, the relevant Rules framed thereunder and the provisions of the Buyback Regulations. The Buyback is subject to approvals, permissions and sanctions as may be necessary from regulatory authorities as required under applicable laws, including but not limited to SEBI and BSE where the ordinary shares of the Company are listed. The Buyback would be facilitated by tendering of Ordinary Shares by public shareholders and settlement of the same through the stock exchange mechanism as specified in accordance with SEBI circular number CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, read with SEBI circular number CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, as may be amended from time to time, which prescribes mechanism for tendering and settlement of ordinary shares through stock exchange. For the purpose of this Buyback, BSE would be the Designated Stock Exchange. 2. The Buyback Size represents9.63% and 9.99% of the aggregate of the fully paid-up ordinary share capital and free reserves (including securities premium) as per the standalone and consolidated audited accounts of the Company for the financial year ended 31st March, 2017 respectively and is within the statutory limits of 10% of the aggregate of the fully paid-up ordinary share capital and free reserves as per the Audited Standalone and Consolidated Financial Statements. 3. The Letter of Offer will be sent to the Shareholder(s) / Beneficial Owner(s) of Ordinary Shares of the Company as on the Record Date i.e. September 1, The procedure for tender and settlement is set out in Paragraph 20 of this Letter of Offer. The tender form ( Tender Form ) is enclosed together with this Letter of Offer. 5. For mode of payment of consideration to the Shareholders, please refer to Paragraph 20 of this Letter of Offer. 6. A copy of the Public Announcement, Corrigendum to the Public Announcement and this Letter of Offer (including the Tender Form) will be available on the website of SEBI Shareholders are advised to refer to Paragraph 17 (Details of the Statutory Approvals) and Paragraph 21 (Note on Taxation) of this Letter of Offer before tendering their Shares in the Buyback. BUYBACK OPENS ON: MONDAY, OCTOBER 30, 2017 BUYBACK CLOSES ON: FRIDAY, NOVEMBER 10, 2017 LAST DATE AND TIME OF RECEIPT OF COMPLETED APPLICATIONS, FORMS AND OTHER SPECIFIED DOCUMENTS INCLUDING PHYSICAL SHARE CERTIFICATES BY THE REGISTRAR: MONDAY, NOVEMBER 13, 2017 by 5 P.M. All future correspondence in relation to Buyback, if any, should be addressed to the Manager to the Buyback or the Registrar to the Buyback at the respective addresses mentioned below: MANAGER TO THE BUYBACK: REGISTRAR TO THE BUYBACK: VC CORPORATE ADVISORS PRIVATE LIMITED SEBIREGN NO: INM (Contact Person: Mr. Anup Kumar Sharma) 31 Ganesh Chandra Avenue, 2 nd Floor, Suite No 2C, Kolkata Phone No : (033) / 3941 Fax : (033) mail@vccorporate.com LINK INTIME INDIA PRIVATE LIMITED SEBI REGN NO:INR (Contact Person: Mr. Sumeet Deshpande) C-101, 247 Park, L.B.S. Marg Vikhroli (West) Mumbai Phone No: Fax : Id: sisl.buyback@linkintime.co.in Page 1 of 33

2 TABLE OF CONTENTS Sr. Subject Page No No. 1. Schedule of activities 2 2. Definition of key terms 3 3. Disclaimer clause 4 4. Text of the Resolution passed at the Board meeting 5 5. Details of Public Announcement 8 6. Details of the Buyback 8 7. Authority for the Buyback 9 8. Necessity of the Buyback Management Discussions and analysis of the likely impact of Buyback on the Company Basis of calculating Buyback Price Sources of fund for the Buyback Details of the Escrow Account and the amount to be deposited therein Capital Structure and Shareholding pattern Brief information of the Company Financial Information about the Company Stock Market Data Details of the Statutory approvals Details of the Registrar to the Buyback and collection centres Process and methodology for the Buyback Procedure for Tender/offer and settlement Note on Taxation Declaration by the Board of Directors Auditors Certificate Documents for Inspection Details of the Compliance Officer Details of the remedies available to the Eligible Shareholders Details of Investor Service Centres Details of the Manager to the Buyback Declaration by the Directors regarding authenticity of the information in the offer document SCHEDULE OF ACTIVITIES ACTIVITIES DATE DAY Date of Board Meeting approving the Buyback Monday Date of Public Announcement for Buyback Wednesday Date of publication of Public Announcement for Buyback Friday Record Date for determining the Buyback Entitlement and the names of Eligible Friday Shareholders Buyback Opening date Monday Buyback Closing date Friday Last date of receipt of the completed tender forms and other specified documents Monday including physical Ordinary share certificates by the Registrar Last Date of verification of Tender Forms by the Registrar Saturday Last date of intimation regarding acceptance / non-acceptance of Tendered Ordinary Monday Shares to the BSE Limited by the Registrar Last date of Settlement of Bids on the BSE Limited Tuesday Last date of dispatch of share certificate(s) by Registrar / return of unaccepted demat Tuesday Ordinary Shares by BSE Limited to Selling Member Last date of Extinguishment of Ordinary Shares Monday Page 2 of 33

3 2. DEFINITION OF KEY TERMS Acceptance Acceptance of Ordinary Shares tendered by Eligible Shareholder(s) in the Buyback Offer Act or Companies Act The Companies Act, 2013, as amended Acquisition Window The facility for acquisition of Ordinary Shares through mechanism provided by BSE Limited in the form of a separate window in accordance with the SEBI Circulars. Additional Shares Shares tendered by an Eligible Shareholder over and above the Buyback Entitlement of such shareholder not exceeding the ordinary shares held by such eligible shareholder as on the record date Articles Articles of Association of the Company Board The Board of Directors or the Committee of Directors of the Company Board Meeting Meeting of Board of Directors of Shervani Industrial Syndicate Limited held on August 14, 2017 approving the proposal for the Buyback of Ordinary Shares BSE BSE Limited Buyback Regulations / SEBI Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998,as (Buyback of Securities) amended Regulations, 1998 Buyback Entitlement or Entitlement Buyback or Buyback Offer or Offer Buyback Price or Offer Price Buyback Size or Offer Size Company CDSL DP Eligible Shareholder(s) or Shareholder(s) or Members Escrow Account Escrow Agent Escrow Agreement The number of Ordinary Shares that an Eligible Shareholder is entitled to tender in the Buyback Offer, based on the number of Shares held by such Eligible Shareholder, on the Record Date and the ratio of Buyback applicable in the category, to which such Shareholder belongs to. Offer by Shervani Industrial Syndicate Limited to Buybackup to 2,46,500 Ordinary Shares having face value of Rs.10/- each at a price of Rs. 205 per Ordinary Share from the Public Shareholder of the Company on a proportionate basis through Tender Offer route. Price at which shares will be bought back from the Eligible Shareholder i.e. Rs. 205/- per ordinary share, payable in cash Number of Shares proposed to be bought back multiplied by the Buyback Price i.e. Rs.5,05,32,500/- [Rupees Five Crores Five Lakhs Thirty Two Thousand Five Hundred Only] Shervani Industrial Syndicate Limited Central Depository Services (India) Limited Depository Participant Person(s) eligible to participate in the Buyback Offer and would mean all shareholders/beneficial owner(s) of Ordinary Shares of the Company as on Record Date i.e. September 1, The Escrow Account titled SISL- Buyback Offer Escrow Account to be opened with the Escrow Agent in terms of Escrow Agreement HDFC Bank Limited The escrow agreement entered into between the Company, the Manager to the Offer and Escrow Agent. FEMA Foreign Exchange Management Act, 1999 Offer Form / Tender Form Form of Acceptance-cum-Acknowledgement General Category Eligible Shareholders other than the Small Shareholders ITA or IT Act or Income Tax Act Income Tax Act, 1961, as amended from time to time LOF or Offer Document Letter of Offer LODR Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Manager to the Buyback or VC Corporate Advisors Private Limited Manager to the Offer Non-Resident Shareholders Includes Non-Resident Indians (NRI), Foreign Institutional Investors (FII) and Overseas Corporate Bodies (OCB) NSDL National Securities Depository Limited Ordinary Share(s) or Share(s) The Company s fully paid-up ordinary share(s) of face value of Rs. 10/- (Rupees Ten) each Offer Period or Tendering Period of ten working days from the date of opening of the Buyback Offer i.e. October 30, Period or Tender Period 2017 till its closure i.e. November 10, 2017 (both days inclusive) PA or Public Announcement The Public Announcement dated , made in accordance with the Buyback Regulations, published on in Financial Express(English), Jansatta (Hindi) (English and Hindi national daily), and Aaj (Hindi Allahabad edition), each with wide circulation PAN Permanent Account Number RBI Reserve Bank of India Record Date The date for the purpose of determining the entitlement and the names of the Shareholders, to whom this Letter of Offer will be sent and who are eligible to participate in the Buyback Offer in accordance with Buy Back Regulations. The Record Date determined Page 3 of 33

4 for this Buyback Offer is September 1, Registrar to the Buy Back or Link Intime India Private Limited Registrar to the Offer Reserved Category The Small Shareholders eligible to tender Shares in the Buyback SEBI Securities and Exchange Board of India SEBI Circulars SEBI circular number CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015, read with SEBI circular number CFD/DCR2/CIR/P/2016/131 dated December 9,2016, as may be amended from time to time. Seller Member or Seller Broker A stock broker (who is a member of the BSE) of an Eligible Shareholder, through whom the Eligible Shareholder wants to participate in the Buyback Share Capital Rules The Companies (Share Capital and Debentures) Rules, 2014 Small Shareholder A Shareholder, who holds Shares of market value not more than Rs. 2,00,000/- (Rupees Two Lakhs only), on the basis of closing price on the recognized stock exchange registering the highest trading volume, as on Record Date i.e. September 1, 2017 Stock Exchange or Recognized BSE Ltd, being the Stock Exchange where the shares of the Company are listed. Stock Exchange Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended Tender Offer Method of Buyback as defined in Regulation 2(1)(o) of the Buyback Regulations TRS Transaction Registration Slip Working Day Working day as defined in Regulation 2(1)(p) of the Buyback Regulations. 3. DISCLAIMER CLAUSE 3.1 As required, a copy of this Letter of Offer has been submitted to Securities and Exchange Board of India (SEBI). It is to be distinctly understood that submission of the Letter of Offer to SEBI should not, in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company to meet the Buyback commitments or for the correctness of the statements made or opinions expressed in the offer document. The Manager to the Buyback, M/s. VC Corporate Advisors Private Limited has certified that the disclosures made in the offer document are generally adequate and are in conformity with the provisions of the Act and Buyback Regulations. This requirement is to facilitate investors to take an informed decision for tendering their shares in the Buyback. 3.2 It should also be clearly understood that while the Company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in the offer document, the Manager to the Buyback is expected to exercise Due Diligence to ensure that the Company discharges its duty adequately in this behalf and towards this purpose, the Manager to the Buyback, M/s. VC Corporate Advisors Private Limited has furnished to SEBI a Due Diligence Certificate dated in accordance with Buyback Regulations which reads as follows: We have examined various documents and materials contained in the annexure to this letter, as part of the duediligence carried out by us in connection with the finalization of the public announcement and letter of offer. On the basis of such examination and the discussions with the Company, we hereby state that: the Public Announcement and the Letter of Offer are in conformity with the documents, materials and papers relevant to the Buyback offer; all the legal requirements connected with the said Buyback offer including SEBI (Buy Back of Securities) Regulations, 1998, as amended, have been duly complied with; the disclosures in the Public Announcement and Letter of Offer are, to the best of our knowledge, true, fair and adequate in all material respects for the shareholders of the Company to make a well-informed decision in respect of the captioned Buyback offer; funds used for Buyback shall be as per the provisions of the Companies Act, 2013, as amended. 3.3 The filing of offer document with SEBI, does not, however, absolve the Company from any liabilities under the provisions of the Companies Act or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Buyback. 3.4 Promoters/Directors declare and confirm that no information/material likely to have a bearing on the decision of investors has been suppressed/withheld and/or incorporated in the manner that would amount to mis-statement/misrepresentation and in the event of it transpiring at any point of time that any information/material has been suppressed/withheld and/or amounts to a mis-statement/mis-representation, the Promoters/Directors and the Company shall be liable for penalty in terms of the provisions of the Companies Act and the SEBI (Buyback of Securities) Regulations, 1998, as amended. Page 4 of 33

5 3.5 Promoters/Directors also declare and confirm that funds borrowed from banks and financial institutions will not be used for the Buyback. 4 TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING "RESOLVED THAT pursuant to the provisions of Section 68, 69, 70 and all other applicable provisions, if any, of the Companies Act, 2013 as amended (the "Companies Act"), and in accordance with Article 5A of the Articles of Association of the Company, the Companies (Share Capital and Debentures) Rules, 2014 (the "Share Capital Rules") to the extent applicable, and in compliance with the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 1998, as amended (the "Buyback Regulations"), and any statutory modification(s) or re-enactment thereof, for the time being in force and, subject to such other approvals, permissions and sanctions of Securities and Exchange Board of India ('SEBI'), Registrar of Companies, Kanpur, Uttar Pradesh ("ROC") and/ or other authorities, institutions or bodies (the "Appropriate Authorities"), as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company (the "Board" which expression shall include any committee constituted by the Board to exercise its powers, including the powers conferred by this resolution), the Board hereby approves the buy back by the Company of its fully paid-up Ordinary shares of face value of Rs. 10/- each not exceeding 2,47,400 (Two Lakhs Forty Seven Thousand Four Hundred) ordinary shares (representing 7.59% of the present total number of ordinary shares in the paid-up ordinary share capital of the Company) at a price of Rs. 205/- (Rupees Two Hundred and Five Only) per ordinary share (the "Buyback Offer Price") payable in cash for an aggregate consideration not exceeding Rs. 5,07,17,000/- (Rupees Five Crores Seven Lakhs Seventeen Thousand Only) (excluding Company s transaction cost such as brokerage, securities transaction tax, stamp duty, other taxes etc ) (the "Buyback Offer Size") being 9.67%, of the aggregate of the fully paid-up ordinary share capital and free reserves (including securities premium) as per the standalone audited accounts of the Company for the financial year ended 31 st March, 2017 from the ordinary shareholders of the Company, as on the record date to be fixed, on a proportionate basis, through the Tender Offer route as prescribed under the Buyback Regulations. RESOLVED FURTHER THAT the Company do implement the Buyback using the "Mechanism for acquisition of shares through Stock Exchange", to the extent legally permissible as notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, RESOLVED FURTHER THAT the Buyback would be subject to maintaining minimum public shareholding requirements as specified in Regulation 38 of the Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015 ( Listing Regulations ) RESOLVED FURTHER THAT the amount required by the Company for the Buyback is intended to be met out of the Company's internal accruals as may be permitted by law through "Tender Offer route and as required by the Buyback Regulations and the Companies Act, the Company may buyback ordinary shares from all the existing members holding ordinary shares of the Company on a proportionate basis, provided 15% (fifteen percent) of the number of ordinary shares which the Company proposes to buyback or number of ordinary shares entitled as per the shareholding of small shareholders as on the record date, whichever is higher, shall be reserved for the small shareholders, as prescribed under proviso to Regulation 6 of the Buyback Regulations. RESOLVED FURTHER THAT the Company has complied and shall continue to comply with, Section 70 of the Companies Act, 2013 wherein: a) lt shall not directly or indirectly purchase its own shares: i. through any subsidiary company including its own subsidiary companies; or ii. through any investment company or group of investment companies; or b) There are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures or interest payment thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company, in the last three years. c) The Company is in compliance with the provisions of Sections 92, 123, 127 and 129 of the Companies Act, Page 5 of 33

6 RESOLVED FURTHER THAT confirmation is hereby made by the Board of Directors that: a) all ordinary shares of the Company are fully paid up; b) the Company has not undertaken a buyback of any of its securities during the period of one year immediately preceding the date of this Board meeting; c) the Company shall not issue and allot any shares or other specified securities including by way of bonus, till the date of closure of this Buyback; d) the Company shall not raise further capital for a period of one year from the closure of the Buyback offer, except in discharge of its subsisting obligations. e) the Company shall not buyback locked-in shares Ordinary shares and non-transferable ordinary shares till the pendency of the lock-in or till the ordinary shares become transferable. f) the Company shall not buy back its ordinary shares from any person through negotiated deal whether on or off the stock exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback; g) that the aggregate consideration for Buyback not exceeding Rs. 5,07,17,000/- (Rupees Five Crores Seven Lakhs Seventeen Thousand Only), does not exceed 10% of the aggregate of the fully paid-up ordinary share capital and free reserves (including securities premium) as per the latest standalone audited accounts of the Company for the financial year ended 31 st March, 2017 (the last audited financial statements available as on the date of the Board meeting); h) that the maximum number of ordinary shares proposed to be purchased under the Buyback i.e. 2,47,400 (Two Lakhs Forty Seven Thousand and Four Hundred) ordinary shares, does not exceed 25% of the total present number of ordinary shares in the paid-up share capital of the company; i) the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-up capital and free reserves after the Buyback as prescribed under the Companies Act, 2013 and rules made thereunder; j) there is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act, 2013, as on date. RESOLVED FURTHER THAT as required by Clause (x) of Part A of Schedule ll under Regulation 5(1) of the Buyback Regulations, the Board hereby confirms that the Board of Directors have made a full enquiry into the affairs and prospects of the Company and that based on such full inquiry conducted into the affairs and prospects of the Company, the Board of Directors has formed an opinion that: a) Immediately, following the date of this Board meeting, there will be no grounds on which the Company could be found unable to pay its debts; b) As regards the Company's prospects for the year immediately following the date of this board meeting and having regard to the Board's intention with respect to the management of Company's business during that year and to the amount and character of the financial resources which will in the Board's view be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of this Board meeting; and c) In forming an opinion as aforesaid, the Board has taken into account the liabilities, as if the Company was being wound up under the provisions of the Companies Act, 1956 (to the extent applicable) and Companies Act, 2013 (to the extent notified), as the case may be, including prospective and contingent liabilities. RESOLVED FURTHER THAT the proposed Buyback be implemented from the existing shareholders excluding the Promoter(s)/Promoter Group of the Company as have been disclosed under the shareholding pattern filings made by the Company from time to time under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations 2011, as amended ("SEBI Takeover Regulations") as the Board may consider appropriate, from out of its internal accruals of the Company. RESOLVED FURTHER THAT Company shall not use borrowed funds, directly or indirectly, whether secured or unsecured, of any form and nature, from Banks and Financial Institutions for paying the consideration to the ordinary shareholders who have tendered their ordinary shares in the Buyback. RESOLVED FURTHER THAT the Company shall not Buyback the locked-in ordinary shares or other specified securities, if any and non-transferable ordinary shares or other specified securities, if any, till the pendency of the lock-in or till the ordinary shares or other specified securities become transferable. RESOLVED FURTHER THAT the draft of the Declaration of Solvency along with the annexures including the Statement of Assets and Liabilities as at 31 st March, 2017 prepared in the prescribed form and other documents in terms of Section 68(6) of the Act and Regulation 8(7) of the Buyback Regulations, draft as placed before the meeting and Mr. Saleem Page 6 of 33

7 Iqbal Shervani Managing Director and Mr. Tahir Hasan, Whole-time Director of the Company be and are hereby severally authorized to finalize and sign the same, for and on behalf of the Board, and file the same with the ROC, Stock Exchanges and SEBI in accordance with applicable law. RESOLVED FURTHER THAT the Buyback from shareholders who are persons resident outside India including the Foreign Institutional Investors, Overseas Corporate Bodies, if any, shall be subject to such approvals, if, and to the extent necessary or required including approvals from Reserve Bank of India ( RBI ) under Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, if any. RESOLVED FURTHER THAT as per the provisions of Section 68(8) of the Companies Act, 2013, the Company will not issue same kind of shares or other specified securities within a period of 6 months after the completion of the Buyback except by way of bonus issue or in the discharge of subsisting obligations such as conversion of warrants, stock option schemes, sweat ordinary or conversion of preference shares or debentures into ordinary shares. RESOLVED FURTHER THAT no information/ material likely to have a bearing on the decision of the investors has been suppressed/ withheld and/ or incorporated in the manner that would amount to mis-statement/ misrepresentation and the event of it transpiring at any point of time that any information/ material has been suppressed/ withheld and/ or amounts to mis-statement/misrepresentation, the Board and the Company shall be liable for penalty in terms of the provisions of the Companies Act, 2013 and Buyback Regulations. RESOLVED FURTHER THAT the approval of Board for appointment of intermediaries such as Manager to the Offer i.e. VC Corporate Advisors Pvt. Ltd, Registrar and Transfer Agent i.e. Link Intime (India) Private Limited and Escrow Banker, i.e., HDFC Bank Ltd. be and is hereby accorded. RESOLVED FURTHER THAT a Committee be constituted ("Buyback Committee") comprising of Mr. Saleem Iqbal Shervani, Managing Director, Mr. Tahir Hasan and Mr. Mohd. Aslam Sayeed, Directors, and that Mr. B.K. Misra, Company Secretary shall act as the Secretary to the Buyback Committee. Further, the Buyback Committee is hereby authorized, to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary, expedient, usual or proper, as the Buyback Committee may consider to be in the best interests of the shareholders, including but not limited to: a) finalizing the terms of buyback like the mechanism for the buyback, record date, entitlement ratio, the schedule of activities for Buyback including finalizing the date of opening and closing of Buyback, the timeframe for completion of the buyback; b) to enter into escrow arrangements as may be required in terms of the Buyback Regulations; c) opening, operation and closure of all necessary accounts, including bank accounts, depository accounts (including escrow account) for the purpose of payment and authorizing persons to operate the said accounts; d) preparation, signing and filing of public announcement, the draft letter of offer/ letter of offer with the SEBI, ROC, the stock exchanges and other Appropriate Authority; e) making all applications to the appropriate authority for their requisite approvals including approvals as may be required from the Reserve Bank of India under the Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, if any; f) extinguishment of dematerialized shares and physical destruction of share certificates and filing of certificate of extinguishment required to be filed in connection with the Buyback on behalf of the Company and/ or the Board, as required under applicable law; g) appoint any intermediaries / agencies / persons as may be required for the purposes of the Buyback and decide and settle the remuneration for all such intermediaries/ agencies/persons, including by the payment of commission, brokerage, fee, charges etc and enter into agreements/ letters in respect thereof; h) to affix the Common Seal of the Company on relevant documents required to be executed for the buyback of shares in accordance with the provisions of the Articles of Association of the Company. i) sign, execute and deliver such other documents, deeds and writings and to do all such acts, matters and things as it may, in its absolute discretion deem necessary, expedient or proper, to be in the best interest of the shareholders for the implementation of the Buyback, and to initiate all necessary actions for preparation and issue of various documents and such other undertakings, agreements, papers, documents and correspondence as may be necessary for the implementation of the Buyback to the SEBI, RBl, ROC, stock exchanges, depositories and/or other Appropriate Authorities. j) obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable law. k) dealing with stock exchanges (including their clearing corporations), where the shares of the Company are listed, and to sign, execute, and deliver such documents may be necessary or desirable in connection with implementing the Buyback using "Mechanism for acquisition of shares through Stock Exchange" notified by SEBI circular CIR/CFD/POL CYCELL/1/2015 dated April 13, 2015 and CFD/DCR2/CIR/P/2016/131 dated December 09, Page 7 of 33

8 l) to delegate all or any of the authorities conferred on them to any Director(s)/KMP/ Officer(s)/Authorized Signatory(ies)/ Representative(ies) of the Company. m) to give such directions as may be necessary or desirable and to settle any questions or difficulties whatsoever that may arise in relation to the Buyback. n) to settle and resolve any queries or difficulties raised by SEBI, stock exchanges, ROC and any other authorities whatsoever in connection to any matter incidental to and ancillary to the Buyback. RESOLVED FURTHER THAT the quorum for any meeting of the Buyback Committee for implementing the Buyback shall be any two Directors. RESOLVED FURTHER THAT in terms of Regulation 19(3) of the Buyback Regulations, Mr. B.K. Misra, Company Secretary be and is hereby appointed as the Compliance Officer for the Buyback. RESOLVED FURTHER THAT nothing contained herein shall confer any right on any shareholder to offer and/ or any obligation on the Company or the Board or the Buyback Committee to buyback any shares and / or impair any power of the Company or the Board or the Buyback Committee to terminate any process in relation to such buyback, if so permissible by Law. RESOLVED FURTHER THAT the Company do maintain a register of securities bought back wherein details of ordinary shares bought back, consideration paid for the ordinary shares bought back, date of cancellation of ordinary shares and date of extinguishing and physically destroying of ordinary shares and such other particulars as may be prescribed, shall be entered and that the Company Secretary of the Company be and is hereby authorized to authenticate the entries made in the said register. RESOLVED FURTHER THAT any of the Directors of the Company and /or the Company Secretary for the time being, be and are hereby severally authorized to file necessary e-forms with the Registrar of Companies, Kanpur, Uttar Pradesh and other regulatory authorities as maybe required under the Companies Act and the Buyback Regulations and to do all such acts, deeds and things as may be necessary to give effect to the above resolutions." 5 DETAILS OF PUBLIC ANNOUNCEMENT 5.1 In accordance with Regulation 8(1) of the Buyback Regulations, the Company has made the Public Announcement dated , which was published in the following newspapers on : Publication Language Edition Financial Express English All editions Jansatta Hindi All editions Aaj Hindi Allahabad Edition 5.2 The Public Announcement was issued within 2 (two) Working Days from the date of passing the resolution by the Board of Directors approving the Buyback on A Corrigendum to the Public Announcement dated October 14, 2017 was published in the above mentioned newspapers on October 16, A copy of the Public Announcement and Corrigendum to Public Announcement is available on the SEBI website at 6 DETAILS OF THE BUY BACK 6.1 The Buyback has been authorized by a resolution of the Board of Directors on The details of the Buybackas approved by the Board of Directors at their meeting held on are set out below: Name of the Company Maximum number of shares proposed to be bought back Shervani Industrial Syndicate Limited The Company approved Buyback of up to 2,47,400 (Two Lakhs Forty Seven Thousand and Four Hundred) Ordinary Shares of face value of Rs. 10 each of the Company. (Refer Para 6.2 below) Number of Shares to be bought back as a The Shares to be bought back pursuant to the Buyback represents 7.59% of percentage of existing paid-up capital of the the total number of ordinary shares in the total paid up ordinary share capital Company of the Company as on March 31, The price at which the shares are to be The Shares of the Company are proposed to be bought back at a price of Rs. bought back 205/-(Rupees Two Hundred and Five Only) per share. The Regulations of SEBI/provisions of the The Buyback is being undertaken in terms of Chapter III of the Buyback Page 8 of 33

9 Companies Act in accordance with which the Buyback offer is made The methodology to be adopted for the Buyback The maximum amount to be expensed towards Buyback and its percentage w.r.t. the fully paid-up share capital and free reserves of the Company The details of the shareholding of the promoters and its percentage w.r.t. the total paid up Capital of the company Intention of the promoters to participate in the offer Promoters shareholding after the Buyback Regulations through tender offer route and in accordance with other applicable provisions of the Buyback Regulations, the SEBI Circulars, LODR Regulations and Sections 68, 69, 70 and other applicable provisions, if any, of the Act, and the relevant rules framed thereunder, including the Share Capital Rules, to the extent applicable. The Buyback shall be on a proportionate basis through the Tender Offer route, as prescribed under the Buyback Regulations, to the extent permissible, and the Mechanism for acquisition of shares through Stock Exchanges as prescribed under the SEBI Circulars. The maximum amount required for Buyback will not exceed Rs. 5,07,17,000(Rupees Five Crores Seven Lakhs and Seventeen Thousand Only)excluding Company s transaction cost such as brokerage, securities transaction tax, stamp duty and taxes etc. The said amount works out to 9.67% of the aggregate of the fully paid-up share capital and free reserves (including Securities Premium) as per the Audited Standalone Financial Statements of the Company as on March 31, 2017 andis within the prescribed limit of 10%. (refer Para 6.2 below) For details, please refer to Paragraph 13 (Capital Structure and Shareholding Pattern) of the Letter of Offer. The Promoters have expressed their intention not to participate in the Buyback. For details, please refer to Paragraph 9 (Management discussion and analysis of the likely impact of Buyback on the Company) of the Letter of Offer. For details, please refer to Paragraph 13 (Capital Structure and Shareholding Pattern) of the Letter of Offer. 6.2 The Buyback Committee of the Board of Directors of the Company at their meeting held on September 15, 2017 has revised the maximum number of ordinary shares proposed to be bought back from 2,47,400 (Two Lacs Forty Seven Thousand Four Hundred) ordinary shares to 2,46,500 (Two Lakhs Forty Six Thousand Five Hundred) ordinary shares (representing 7.56% of the present total number of ordinary shares in the paid-up ordinary share capital of the Company) at a price of Rs. 205/- (Rupees Two Hundred and Five Only) per ordinary share (the "Buyback Offer Price") payable in cash for an aggregate consideration not exceeding Rs. 5,05,32,500/- (Rupees Five Crores Five Lakhs Thirty Two Thousand Five Hundred Only) (excluding Company s transaction cost such as brokerage, securities transaction tax, stamp duty, other taxes etc ) (the "Buyback Offer Size") being 9.63% and 9.99% of the aggregate of the fully paid-up ordinary share capital and free reserves (including securities premium) as per the standalone and consolidated audited accounts of the Company for the financial year ended 31st March, 2017 respectively. 6.3 Pursuant to the proposed Buyback and depending on the response to the Buyback, the shareholding of Promoter and Promoter Group in the Company would change from the existing 60.21% holding, as on date of letter of offer, in the total share capital and voting rights of the Company. The Promoter and Promoter Group of the Company are already in control over the Company and therefore such change in voting rights of the Promoter and Promoter Group will not result in any change in control over the Company. 7 AUTHORITY FOR THE BUYBACK 7.1 The Buyback is in accordance with Article 5Aof the Articles of Association of the Company, the provisions of Sections 68, 69,70 and all other applicable provisions, if any, of the Companies Act, as amended, the relevant Rules framed thereunder and the provisions of the Buyback Regulations. The Buyback is subject to approvals, permissions and sanctions as may be necessary from regulatory authorities as required under applicable laws, including but not limited to SEBI and BSE, the stock exchange where the ordinary shares of the Company are listed. 7.2 The Buyback would be facilitated by tendering of Ordinary Shares by eligible shareholders and settlement of the same through the stock exchange mechanism in accordance with SEBI circular number CIR/ CFD/POLICYCELL/1/2015 dated April 13, 2015, read with SEBI circular number CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, as may be amended from time to time, which prescribes mechanism for tendering and settlement of shares through stock exchange. For the purpose of this Buyback, BSE would be the Designated Stock Exchange. 7.3 The Board of Directors at their meeting held on August 14, 2017 passed a resolution approving Buyback of up to 2,47,400 Ordinary Shares of the Company. 7.4 The Buyback Committee of the Board of Directors of the Company at their meeting held on September 15, 2017 has revised the maximum number of ordinary shares proposed to be bought back from 2,47,400 (Two Lacs Forty Seven Page 9 of 33

10 Thousand Four Hundred) ordinary shares to 2,46,500 (Two Lakhs Forty Six Thousand Five Hundred) ordinary shares (representing 7.56% of the present total number of ordinary shares in the paid-up ordinary share capital of the Company). 8 NECESSITY OF THE BUYBACK 8.1 Share Buyback is the acquisition by a Company of its own shares. The objective is to return surplus cash to the shareholders of the Company. The Board at its meeting held on August 14, 2017considered the free reserves as well as the cash liquidity reflected in the Audited Standalone Financial Statements as on March 31, 2017 and decided to allocate a sum of Rs. 5,07,17,000 (Rupees Five Crores Seven Lakhs Seventeen Thousand Only) excluding Company s transaction costs such as brokerage, securities transaction tax, stamp duty and taxes etc. for distributing to the eligible shareholders who participate in the Buyback. 8.2 The Buyback Committee of the Board of Directors of the Company at their meeting held on September 15, 2017 revised the quantum of Buyback Offer Size to an aggregate consideration not exceeding Rs. 5,05,32,500/- (Rupees Five Crores Five Lakhs Thirty Two Thousand Five Hundred Only) excluding Company s transaction cost such as brokerage, securities transaction tax, stamp duty, other taxes etc. 8.3 After considering several factors and benefits, the Board decided to recommend Buyback of ordinary shares from the public shareholders of the Company, inter-alia, for the following reasons: i) The Buyback will help the Company to return surplus cash to its shareholders holding ordinary shares broadly in proportion to their shareholding, thereby, enhancing the overall return to shareholders; ii) The Buyback would help in improving return on equity by reduction in the share capital base and increasing shareholder value in the longer term; iii) The Buyback gives an option to the shareholders holding ordinary shares of the Company, who can choose to participate and get cash in lieu of shares to be accepted under the Buyback offer or they may choose not to participate and be benefitted of a resultant increase in their percentage shareholding, post the Buyback offer, without additional investment; iv) Optimizes the capital structure. v) Mitigating the Short Term Market Volatility 9 MANAGEMENT DISCUSSIONS AND ANALYSIS OF THE LIKELY IMPACT OF BUYBACK ON THE COMPANY 9.1 We believe that the Buyback is not likely to cause any material impact on the profitability or earnings of the Company except to the extent of reduction in the amount available for investment, which the Company could have otherwise deployed towards generating investment income. Assuming full response to the Buyback, the funds deployed by the Company towards the Buyback would not exceed Rs. 5,05,32,500/- (Rupees Five Crores Five Lakhs Thirty Two Thousand Five Hundred Only) excluding Company s transaction cost such as brokerage, securities transaction tax, stamp duty, other taxes etc. 9.2 The Promoter and Promoter Group of the Company have expressed vide their letters dated August 14, 2017 their intention not to participate in the proposed Buyback, in writing and have irrevocably waived their rights as shareholders in respect of this Buyback offer. 9.3 The Buyback of Equity shares of the Company will not result in a change in control or otherwise effect the existing management structure of the Company. 9.4 Assuming response to the Buyback is to the extent of 100% (full acceptance) from all the Eligible Shareholders up to their entitlement, the aggregate shareholding of the Promoter and Promoter Group Companies after the completion of the Buyback shall increase to 65.14% of the post-buyback total paid-up ordinary share capital of the Company from 60.21% of the pre-buyback total paid-up ordinary share capital of the Company, and the aggregate shareholding of the public in the Company shall decrease to 34.86% of the post-buyback total paid-up ordinary share capital of the Company from 39.79% of the pre-buyback total paid-up ordinary share capital of the Company. 9.5 The Buyback shall not result in a change in control or otherwise affect the existing management structure of the Company. Page 10 of 33

11 9.6 Consequent to the Buyback and based on the number of Ordinary Shares bought back from the Non-Resident Shareholders, Indian financial institutions, banks, mutual funds and the public including other bodies corporate, the shareholding of each such person shall undergo a change. 9.7 The debt-equity ratio after the completion of the Buyback will be within the permissible limit of 2:1 prescribed by the Act, even if the response to the Buyback is to the extent of 100% (full acceptance). 9.8 The Company believes that the Buyback will not impact the growth opportunities of the Company. 9.9 The Company shall not raise further capital for a period of one year from the closure of the Buyback offer except in discharge of its subsisting obligations The Company shall not issue new shares or other specified securities including by way of bonus till the date of closure of the Buyback The Promoters shall not deal in the Shares of the Company, including any inter se transfer of shares amongst the promoters / promoter group for the period between the date of passing of the Board Resolution and the date of the closure of the Buyback in accordance with the Buyback Regulations Salient financial parameters pursuant to the Buyback based on the Standalone and Consolidated audited financial statements of the Company for the year ended March 31, 2017 are set out below: Parameter Pre-Buy Back Post-Buy Back Standalone Consolidated Standalone Consolidated Net worth (Rs. in lakhs) a Return on net worth (%) b 28.69% 31.39% 31.75% 34.88% Earnings per Share (Rs.) c Book value per Share (Rs.) d Price/earnings as per financial statements for the financial year ended March 31, 2017 e Total debt / equity ratio f Note: Pre and post Buyback calculations are based on audited standalone financial statements of the Company as on March 31, The post Buyback numbers are calculated by reducing the net worth by the proposed Buyback amount (assuming full acceptance) without factoring in any impact on the statement of profit & loss. Net worth used excludes revaluation reserves. a. For the above purpose, net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited standalone balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. b. Return on net worth is computed as profit after tax for the relevant period divided by closing net worth as at March 31, c. Earnings per share is calculated as profit after tax for the relevant period divided by total number of shares pre Buyback and total number of shares post Buyback. d. Book value per Share is calculated as pre Buyback net worth divided by total number of shares pre Buyback and post Buyback net worth divided by total number of shares post Buyback. e. Price/Earnings is calculated on the closing market price of Shares on BSE as on i.e., date of publication of Public Announcement being Rs divided by Earnings per share pre and post Buyback respectively. f. Total debt/equity ratio is calculated as total debt divided by net worth. 10 BASIS OF CALCULATING BUYBACK OFFER PRICE 10.1 The Shares of the Company are proposed to be bought back at a price of Rs. 205/-(Rupees Two Hundred and Five Only) per share ( Buyback Offer Price ). The Buyback Offer Price has been arrived at after considering various factors including, but not limited to the trends in the volume weighted average prices and closing price of the Shares on the BSE where the shares of the Company are listed, the net worth of the Company, price earnings ratio, impact on other financial parameters and the possible impact of Buyback on the earnings per share For trends in the Market price of the shares please refer to Paragraph The Buyback Price per share has been arrived at after considering various factors such as the volume weighted average market prices of the ordinary shares of the Company on BSE for the last 6 months preceding the month of intimation to the BSE for the Board Meeting to consider the proposal of the Buyback, the net worth of the Company and the impact of the Buyback on the earnings per share of the Company. The Buyback Price per share represents a premium of 0.02% over the volume weighted average market prices of the Company s ordinary shares on BSE for 6 months preceding the month of intimation to the BSE for the Board Meeting to consider the proposal of the Buyback. Page 11 of 33